a2022nqsoagreementforexe






  1  Exhibit 10(iv)  McCORMICK & COMPANY, INC.  2022 OMNIBUS INCENTIVE PLAN  TERMS OF NON-QUALIFIED STOCK OPTION AWARD AGREEMENT  The following terms and conditions in this agreement (together with the Stock Option  Covenants Addendum attached hereto, this “Award Agreement”) apply to non-qualified stock  options granted under the 2022 Omnibus Incentive Plan by McCORMICK & COMPANY, INC.,  a Maryland corporation, with its principal offices in Baltimore County, Maryland (hereinafter  called the “Company”).   RECITALS  WHEREAS, the Board of Directors of the Company (the “Board”) believes that the  interests of the Company and its stockholders will be advanced and the Company’s overall  managerial strength will be enhanced by encouraging its officers and other key employees to  become owners of common stock of the Company (“Shares”); and   WHEREAS, the Board approved and adopted the Company’s 2022 Omnibus Incentive  Plan (the “Plan”) on January 25, 2022, effective March 30, 2022, subject to the approval of the  Company’s stockholders; and   WHEREAS, the Company’s stockholders approved the Plan on March 30, 2022; and   WHEREAS, one of the purposes of the Plan is to provide an inducement to certain officers  and other key employees of the Company and its affiliates to acquire Shares; and  WHEREAS, the Board has authorized and approved the grant of an option to the employee  or officer, as applicable (the “Optionholder”), pursuant to the Plan, this Award Agreement and  the terms described on the Screen (defined below); and  WHEREAS, this Award (defined below) and any options previously granted to the  Optionholder (whether exercised or unexercised, and whether vested or unvested) are conditioned  on and subject to the terms of the Plan and this Award Agreement.  NOW THEREFORE, in consideration of the foregoing and of the covenants and  agreements set forth below, the terms of this Award and this Award Agreement consist of the  following:   1. Grant of Options  Details of the Optionholder’s non-qualified stock option, including the grant date, number  of Shares, award price, and vesting schedule, are described on the screen captioned “Grants &  Awards” in the Computershare website (the “Screen”). On the grant date specified on the Screen,  the Company granted a non-qualified stock option to the Optionholder to purchase the number of  Shares identified as “Options Granted” at the price per Share specified under “Award Price”  (this “Award” or this “option”). In order to exercise this option, the Optionholder may (i) make a  





 






  2    cash payment, (ii) surrender Shares owned by the Optionholder having a market value equal to the  Award Price and related taxes for the number of Shares to be purchased pursuant to the exercise  of all or part of this option, or (iii) authorize the Company to withhold a sufficient number of  Shares underlying this option, based on the market value of such Shares on the date of exercise, to  pay the Award Price and related taxes and to issue the remaining number of such Shares to the  Optionholder (i.e., a net withholding exercise). The option granted hereunder shall be exercisable,  except as otherwise provided herein, in accordance with the vesting schedule provided on the  Screen until this option expires on the date provided on the Screen (the “Expiration Date”).   2. Restrictions on Transfer of Options  (a) Except as hereinafter provided, this option is not transferable by the  Optionholder and is exercisable during the Optionholder’s lifetime only by the Optionholder. This  option may be transferred by the Optionholder pursuant to a will or as otherwise permitted by the  laws of descent and distribution. In addition, the Optionholder may transfer all or any part of this  option, “not for value” (as such phrase is defined in the Plan), to any Family Member.   (b) Except as otherwise provided in Section 2(a), the option herein granted and  the rights and privileges conferred hereby shall not be transferred, assigned, pledged, or  hypothecated in any way (whether by operation of law or otherwise) and shall not be subject to  execution, attachment, or similar process. Upon any attempt to transfer, assign, pledge,  hypothecate, or otherwise dispose of said option or of any right or privilege conferred hereby  contrary to the provisions hereof or upon the levy of any attachment or similar process upon the  rights and privileges conferred hereby, this option and the rights and privileges conferred hereby  shall immediately become null and void.   3. Vesting and Exercisability of Options  (a) Post-Termination Exercise Period  Subject to the provisions of Section 3(b) (Disability or Death), Section 3(c)  (Retirement), Section 3(d) (Qualifying Termination), and Section 3(e) (Change in Control  Termination), all rights to exercise this option shall terminate thirty (30) days after the  Optionholder ceases to be an employee of the Company or of a subsidiary or affiliate of the  Company.   (b) Disability or Death  If the Optionholder ceases to be an employee of the Company or of a subsidiary or  an affiliate of the Company on account of Disability or death,  any unvested portion of this option  shall immediately become vested and the Optionholder (or in the event of the Optionholder’s  death, the Optionholder’s personal representative) may exercise this option, in full or in part, until  the Expiration Date, regardless of the restrictions that might otherwise apply with respect to the  Options Granted.  





 






  3    (c) Retirement  If the Optionholder ceases to be an employee of the Company or of a subsidiary or  an affiliate of the Company on account of Retirement, any unvested portion of this option shall  immediately become vested and the Optionholder may exercise this option, in full or in part, until  the Expiration Date, regardless of the restrictions that might otherwise apply with respect to the  Options Granted. For purposes of this Award Agreement, “Retirement” means termination of  employment at or after age 55.  (d) Qualifying Termination  If the Optionholder has a Qualifying Termination (as such term is defined in the  McCormick & Company, Incorporated Severance Plan for Executives (the “Severance Plan”)),  any outstanding Options Granted and outstanding options previously granted (collectively, the  “Outstanding Options”) that would have vested, in accordance with the applicable vesting  schedule, during the 12-month (or 18-month if the Optionholder is the CEO) period following such  Qualifying Termination, shall immediately vest and the Optionholder may exercise such options,  in full or in part, until the earlier of the Expiration Date or the fifth anniversary of the date the  Optionholder ceases to be an employee, regardless of the restrictions that might otherwise apply  with respect to such options.  If the Optionholder’s Qualifying Termination subsequently becomes  a Change in Control Termination, the provisions of Section 3(e) (Change in Control Termination),  shall be immediately applied to any Outstanding Options that were unvested after application of  this Section 3(d) (Qualifying Termination).   (e) Change in Control Termination  If the Optionholder has a Change in Control Termination:  (i) any “in-the-money” Outstanding Options held by the Optionholder  immediately before such Change in Control Termination (other than options granted after the  Change in Control) shall, to the extent outstanding at the time of the Change in Control  Termination, immediately become 100% vested; and   (ii) any Outstanding Options held by the Optionholder immediately  before such Change in Control Termination that are not in-the-money will be canceled  immediately.    For purposes of this Award Agreement, “in-the-money” means that the per Share  fair market value of a Share immediately before the Change in Control Termination exceeds the  exercise price per Share of the applicable option.    In no event may this option or the Outstanding Options be exercised after the Expiration Date.  An exercise of this option with respect to a part of the Shares to which it relates shall not  preclude a subsequent exercise as to any remaining part on or before the Expiration Date.   





 






  4    4. Issuance of Shares  The Company shall not be required to issue or deliver any certificate or certificates for  Shares purchased upon the exercise of the option herein granted unless and until the offering and  sale of the Shares represented thereby may legally be made under the Securities Act of 1933, as  amended, and the applicable rules and regulations of the U.S. Securities and Exchange  Commission.   5. Dividend, Voting and Other Rights  The Optionholder shall not have any of the rights or privileges of a stockholder of the  Company in respect of any of the Shares issuable upon the exercise of the option herein granted  unless and until such Shares have been issued and delivered.   6. Investment Purpose  The Company may require the Optionholder to agree that any Shares purchased upon the  exercise of this option shall be acquired for investment and not for distribution and that each notice  of the exercise of any portion of this option shall be accompanied by a written representation that  the Shares are being acquired in good faith for investment and not for distribution.   7. Forfeiture of Outstanding Options and Gain on Any Option  The Optionholder shall be required to forfeit to the Company (a) any unexercised  Outstanding Options (whether or not vested) and (b) any gain realized on account of this option  and all exercised options previously granted to the Optionholder (including any Shares received  from the exercise of any such option) in the event the Optionholder takes any action in violation  or breach of, or in conflict with this Award Agreement (including the Stock Option Covenants  Addendum attached hereto), any employment agreement, non-competition agreement, any  agreement prohibiting solicitation of employees or clients of the Company or any of its affiliates,  or any confidentiality obligation with respect to the Company or any of its affiliates or otherwise  in competition with the Company or any of its affiliates. The Company shall annul this Award if  the Optionholder is an employee of the Company or any of its affiliates and is terminated for Cause  or otherwise as required under the Plan.   8. Successor  This Award shall be binding upon and inure to the benefit of any successor or successors  of the Company.   9. Compliance with Law  The Company shall make reasonable efforts to comply with all applicable federal and state  securities laws. Notwithstanding any other provision of this Award Agreement, the Company shall  not be obligated to issue any Shares pursuant to this Award Agreement if the issuance thereof  would result in a violation of any law.   





 






  5    10. Withholding  The Company (and/or the Optionholder’s local employer) shall, in its discretion, have the  right to deduct or withhold from payments of any kind otherwise due to the Optionholder, or  require the Optionholder to remit to the Company (and to his or her local employer), an amount  sufficient to satisfy taxes imposed under the laws of any country, state, province, city or other  jurisdiction, including income taxes, capital gain taxes, transfer taxes, and social security  contributions that are required by law to be withheld with respect to the Plan, the grant or exercise  of stock options, the payment of Shares or cash under this Award Agreement, the sale of Shares  acquired hereunder, and/or the payment of dividends on Shares acquired hereunder, as applicable.  A sufficient number of Shares resulting from the exercise of this option may be retained by the  Company to satisfy any tax withholding obligation.   11. No Right to Continued Employment  Neither the Plan, this Award Agreement, the grant of stock options, the payment of Shares  or cash under this Award Agreement, the sale of Shares acquired hereunder, and/or the payment  of dividends on Shares acquired hereunder, as applicable, gives the Optionholder any right to  continue to be employed by the Company (or the Optionholder’s local employer), or limits, in any  way, the right of the Company (or the Optionholder’s local employer) to change the Optionholder’s  compensation or other benefits or to terminate the Optionholder’s employment at any time for any  reason not specifically prohibited by law.  12. Electronic Delivery  The Company may, in its sole discretion, decide to deliver any documents related to current  or future participation in the Plan by electronic means or request the Optionholder’s consent to  participate in the Plan by electronic means. The Optionholder hereby consents to receive such  documents by electronic delivery and agrees to participate in the Plan through an online or  electronic system established and maintained by the Company or a third party designated by the  Company.  13. Governing Law and Venue  All disputes arising under or growing out of this option or the provisions of this Award  Agreement shall be governed by and construed in accordance with the laws of the State of  Maryland, United States of America, as provided in the Plan, without regard to such state’s conflict  of laws rules. If any dispute arises directly or indirectly from the relationship of the parties  evidenced by this Award and this Award Agreement, the parties hereby submit to and consent to  the exclusive jurisdiction of the State of Maryland and agree that such litigation shall be conducted  only in the courts of Baltimore County, Maryland, and no other courts, where the grant of this  option is made and/or to be performed.  14. Severability  The provisions of this Award Agreement are severable and if any one or more provisions  are determined to be illegal or otherwise unenforceable, in whole or in part, the remaining  provisions shall nevertheless be binding and enforceable.  





 






  6    15. Imposition of Other Requirements  The Company reserves the right to impose other requirements on the Optionholder’s  participation in the Plan, on this option and on any Shares acquired under the Plan, to the extent  the Company determines it is necessary or advisable to comply with local law or facilitate the  administration of the Plan, and to require the Optionholder to sign any additional agreements or  undertakings that may be necessary to accomplish the foregoing.  16. Relation to Plan  This Award Agreement is subject to the terms and conditions of the Plan. In the event of  any inconsistency or conflict between this Award Agreement and the Plan, the Plan shall govern.  The Plan and this Award Agreement shall be administered by the Committee in accordance with  the provisions of section 4 of the Plan. Except as expressly provided in this Award Agreement,  capitalized terms used herein shall have the meanings ascribed to them in the Plan or on the Screen.  17. Acceptance of Award  In consideration for this option and by accepting this Award Agreement, the Optionholder  agrees and acknowledges that:  (a) All unexercised options previously granted to the Optionholder and all  Options Granted under this Award Agreement are subject to the Stock Option Covenants  Addendum attached hereto, the terms of which are fully incorporated herein.  (b) The grant of this option and any future options under the Plan is entirely  voluntary, and at the complete discretion of the Company. Neither the grant of this option, nor any  future grant of an option by the Company, shall be deemed to create any obligation to grant any  other options, whether or not such a reservation is explicitly stated at the time of any such grant.  The Board has the right, at any time, to amend, suspend, discontinue or terminate the Plan, this  Award, and/or this Award Agreement; provided, that the Optionholder’s consent to such action  shall be required unless the Administrator determines that the action, taking into account any  related action, would not materially and adversely affect the Optionholder’s rights under the Plan.   (c) Neither the Company, the Optionholder’s local employer, nor any member  of the Board or of the Committee shall have any liability of any kind to the Optionholder for any  action taken or not taken in good faith under the Plan; for any change, amendment, or cancellation  of the Plan or this option; or for the failure of this option to realize intended tax consequences or  to comply with any other law, compliance with which is not required on the part of the Company.  (d) The Optionholder has reviewed the Plan, this Award Agreement, and the  Screen in their entirety, has had an opportunity to obtain the advice of counsel prior to accepting  this Award Agreement, and fully understands all provisions of the Plan, this Award Agreement,  and the Screen.     **ADDENDUM APPEARS ON THE FOLLOWING PAGE** 





 






  7  STOCK OPTION COVENANTS ADDENDUM  In consideration for the benefits made available under the Plan, the Optionholder agrees to  the covenants set forth in this Stock Option Covenants Addendum (this “Addendum”) (whether  or not the Optionholder’s options vest or the Optionholder exercises such vested options). The  covenants in this Addendum do not supersede, restrict or otherwise limit the Optionholder’s  obligations under any other covenants applicable in connection with the Optionholder’s  employment with or service to the Company.    1. Invention Assignment  Any and all inventions and discoveries that the Optionholder makes while he or she is in  the employ of the Company relating directly or indirectly to or useful in any activity or enterprise  of the Company shall belong to the Company, whether discovered during or after regular working  hours. The Optionholder will, upon request of the Company, make application for a patent on any  such invention or discovery that he or she may make, and will, upon request of the Company, make  and execute any and all assignments in writing which may be deemed by the Company as proper  to assign and transfer to the Company all the right, title and interest of the Optionholder in and to  any and all such patents or patent rights issued by the United States or any other country in which  the Optionholder may have any interest during the term of his or her said employment.  The  Company will assume the expenses of preparing, applying for, and registering any such patents or  assignments.  2. Confidentiality  During the period of the Optionholder’s employment with the Company, the Optionholder  may have been exposed to confidential, proprietary information and trade secrets of the Company  or its customers. The Optionholder understands that maintenance of the proprietary character of  such information to the fullest extent possible is important to the Company. Accordingly for so  long as any such confidential information and trade secrets may remain confidential, secret, or  otherwise wholly or partially protected either during or after such employment, the Optionholder  will not use or divulge such information except as specifically permitted by the Company.  3. Non-Competition and Non-Solicitation  During the period of the Optionholder’s employment with the Company, and the period  continuing after the Optionholder’s termination of employment (for any reason) for the Restrictive  Period (as defined below) or, in the case of a Change in Control Termination, the Restrictive CIC  Period (not to exceed two (2) years), the Optionholder will not (a) seek or accept employment,  directly or indirectly, with any entity that directly competes with the Company, including its  subsidiaries and affiliates, in its and their core product categories, in any capacity involving the  performance of services like or related to the services that the Optionholder performed for the  Company at any time during the past seven (7) years or (b) solicit, for the benefit of any competitor  of the Company, any entity or person who was or is a customer or employee of the Company as  of the Optionholder’s termination date.    





 






  8    For purposes of this Stock Option Covenants Addendum, “Restrictive Period” and  “Restrictive CIC Period” are specified in the following table:   Chief Executive Officer All Others  Restrictive Period 1-1⁄2 years 1 year  Restrictive CIC Period 2 years 2 years    4. Nondisparagement  The Optionholder will not communicate, make or cause to be made, any derogatory,  defamatory or disparaging remarks, statements or communications about the Company or any  related or affiliated entities and persons, including the personal and/or business reputations,  practices, products, services or conduct of the Company, or any related or affiliated entities and  persons; this includes in-person communications, electronic communications, and communication  via social media websites. Likewise, no officer or director of the Company will communicate any  derogatory, defamatory or disparaging remarks, statements or communications about the  Optionholder.  5. Cooperation  The Optionholder will answer any questions that may arise and make himself or herself  reasonably available to assist the Company in its transition following the Optionholder’s  termination of employment and to cooperate with any other reasonable requests by the Company  which may require his or her services after his or her termination of employment. For purposes of  this Addendum, the transition period shall be for the one (1) year period following the  Optionholder’s termination of employment for any reason. The Optionholder will not seek or be  entitled to any additional compensation for such assistance or cooperation.  6. Company Property  The Optionholder will promptly return to the Company all property belonging to the  Company (but in no event later than the Optionholder’s termination date), including all keys,  phones, computers, mobile phones, credit cards, computer and other passwords, equipment and  supplies, as well as all documents prepared by or for the Company, and not otherwise made  available to the general public.  7. Protected Whistleblower Activities   Notwithstanding the foregoing, nothing in this Addendum, the Award Agreement,  the Plan or any other agreement with the Company prohibits the Optionholder from reporting or  disclosing any actual, possible or potential violation of any federal, state or local law or regulation  to any governmental agency or entity, or making other reports or disclosures that are protected  under the whistleblower provisions of any federal, state or local law or regulation, in each such  case without any prior authorization of, or prior, contemporaneous or subsequent notice to, the  





 






  9    Company.  Under the Defend Trade Secrets Act, 18 U.S.C. § 1833(b), the Optionholder may be  entitled to immunity for certain disclosures to his or her attorney or government officials.